UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 13, 2023, Palatin Technologies, Inc. (the “Company”) received notification (the “Plan Letter”) that the NYSE American (the “Exchange”) has accepted the Company’s plan to regain compliance (the “Plan”) with the Exchange's continued listing standards regarding stockholders' equity, as set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide.
As previously reported, on October 10, 2023, the Company received notification (the "Deficiency Letter") from the NYSE American that it was not in compliance with the continued listing standards set forth in the NYSE American Company Guide (the "Company Guide"). Specifically, the Deficiency Letter indicated that the Company was not in compliance with Sections 1003(a)(i) and 1003(a)(ii) of the Company Guide, requiring a listed company to have stockholders' equity of (i) at least $2.0 million if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years and (ii) at least $4.0 million if it has reported losses from continuing operations or net losses in three of its four most recent fiscal years. The Company submitted the Plan to the Exchange on November 9, 2023 addressing how the Company intends to regain compliance with these requirements by April 10, 2025.
On December 13, 2023, the Company received notice from the NYSE American that it had accepted the Company's Plan and granted a plan period through April 10, 2025 to regain compliance with the continued listing standards. If the Company is not in compliance with the continued listing standards by that date or if the Company does not make progress consistent with the Plan during the plan period, the Exchange may commence delisting procedures.
Item 8.01 Other Events.
On December 18, 2023, the Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the Company’s expectations regarding a period to comply with the Plan and applicable Exchange requirements, and actions of the Company and/or the Exchange to be taken with respect to matters discussed in the Deficiency Letter and the Plan Letter. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties associated with continued listing on the Exchange, risks and uncertainties inherent in the Company’s business, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PALATIN TECHNOLOGIES, INC. |
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Date: December 18, 2023 | By: | /s/ Stephen T. Wills |
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| Stephen T. Wills, CPA, MST |
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| Executive Vice President, Chief Financial Officer and Chief Operating Officer |
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EXHIBIT INDEX
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT 99.1
Palatin Receives Notice of Acceptance of the Listing Standards Compliance Plan from NYSE American
CRANBURY, NJ – December 18, 2023 /PRNewswire/ – Palatin Technologies, Inc. (NYSE American: PTN), a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor system, today announced it received a notice from the staff of NYSE American LLC (the “Exchange”) approving Palatin’s plan (the “Plan”) to come into compliance with the Exchange’s continued listing standards under Section 1003(a)(i) and (ii) of the NYSE American Company Guide. Section 1003(a)(i) requires a listed company to have stockholders’ equity of $2 million or more if the listed company has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years, and Section 1003(a)(ii) requires a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years.
Palatin must regain compliance with the continued listing standards by April 10, 2025. If Palatin is not in compliance with the continued listing standards by April 10, 2025, or if Palatin does not make progress consistent with the Plan during the plan period, NYSE Regulation staff will initiate delisting proceedings as appropriate.
Palatin will continue its listing on NYSE American during the Plan period and will be subject to periodic reviews, including quarterly monitoring for compliance with the Plan until it has regained compliance. Palatin is assessing and exploring multiple funding avenues and is committed to undertaking transactions in the future to achieve compliance with the Exchange’s requirements.
Receipt of the notice from the Exchange has no immediate effect on the listing or trading of Palatin’s common stock on the Exchange, and does not affect Palatin’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.
About Palatin
Palatin is a biopharmaceutical company developing first-in-class medicines based on molecules that modulate the activity of the melanocortin receptor systems, with targeted, receptor-specific product candidates for the treatment of diseases with significant unmet medical need and commercial potential. Palatin’s strategy is to develop products and then form marketing collaborations with industry leaders to maximize their commercial potential. For additional information regarding Palatin, please visit Palatin’s website at www.Palatin.com and follow Palatin on Twitter at @PalatinTech.
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Forward-looking Statements
Statements in this press release that are not historical facts, including statements about future expectations of Palatin, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995. Palatin intends that such forward-looking statements be subject to the safe harbors created thereby. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause Palatin’s actual results to be materially different from its historical results or from any results expressed or implied by such forward-looking statements. Palatin’s actual results may differ materially from those discussed in the forward-looking statements for reasons including, but not limited to, actions of Palatin and/or the Exchange to be taken with respect to matters discussed in the letter from the Exchange, Palatin’s ability to fund development of its technology and establish and successfully complete clinical trials, the length of time and cost required to complete clinical trials and submit applications for regulatory approvals, and other factors discussed in Palatin’s periodic filings with the Securities and Exchange Commission. Palatin is not responsible for updating for events that occur after the date of this press release.
| Investor Inquiries: | Media Inquiries: |
| Stephen T. Wills, CPA, MST | Paul Arndt, MBA, LifeSci Advisors |
| CFO/COO (609) 495-2200 | Managing Director (646) 597-6992 |
| Info@Palatin.com | Paul@LifeSciAdvisors.com |
Palatin Technologies® is a registered trademark of Palatin Technologies, Inc.
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Cover |
Dec. 13, 2023 |
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| Cover [Abstract] | |
| Entity Registrant Name | PALATIN TECHNOLOGIES, INC. |
| Entity Central Index Key | 0000911216 |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Emerging Growth Company | false |
| Document Period End Date | Dec. 13, 2023 |
| Entity File Number | 001-15543 |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 95-4078884 |
| Entity Address Address Line 1 | 4B Cedar Brook Drive |
| Entity Address City Or Town | Cranbury |
| Entity Address State Or Province | NJ |
| Entity Address Postal Zip Code | 08512 |
| City Area Code | 609 |
| Local Phone Number | 495-2200 |
| Security 12b Title | Common Stock, par value $0.01 per share |
| Trading Symbol | PTN |
| Security Exchange Name | NYSE |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |